MetalNRG PLC Corporate Update - Exclusivity Agreement
29 Novembro 2019 - 7:30AM
RNS Non-Regulatory
TIDMMNRG
MetalNRG PLC
29 November 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not a
prospectus and not an offer of securities for sale in any
jurisdiction, including in the United States, Australia, Canada,
Japan and South Africa.
29(th) November 2019
MetalNRG plc
(The "Company" or "MetalNRG")
Corporate Update
Proposed acquisition of 75% of issued share capital of an
established Romanian oil and gas operator, by a London-based oil
and gas investment specialist and MetalNRG Plc, focused on early
cash-flow generating natural resource development projects.
MetalNRG plc (LON:MNRG), the natural resource investing and
exploration company, announces that it has signed an exclusivity
agreement, non-binding, with the owner (the "Vendor") of an
established operating company based in Romania, which owns 100% of
a target oil and gas concession, valid to 2034. MetalNRG is
entering into the exclusivity agreement in collaboration with a
London-based oil and gas investment specialist.
The purpose of the exclusivity agreement is to set out the heads
of terms upon which the purchasing parties will acquire 75% of the
issued share capital of the operating company from the Vendor for
both an upfront payment and a free-carry component of the initial
development capital and the exclusivity period for the purchasers
to review and carry out due diligence on the transaction (the
"Transaction"). The exclusivity period has commenced and will run
until 28(th) February 2020.
Together with such other terms and conditions as may be agreed
between the parties during the exclusivity period, the terms set
out in the exclusivity agreement will be incorporated into legally
binding contracts for the completion of the Transaction.
The parties agree that the Transaction will be subject to
satisfactory completion of a comprehensive due diligence process
and execution of mutually satisfactory acquisition
documentation.
The Vendor will sell the operating company's shares to the
purchasers with full title guarantee, free of any charges,
mortgages, encumbrances or security interests of every whatsoever
nature and the Transaction will be subject to shareholder and
UK/Romanian regulatory approvals.
The exclusivity agreement and subsequent contracts will be
governed by English law and subject to the jurisdiction of the
courts of England and Wales.
Each of the parties has agreed to use its reasonable endeavours
to work towards completion of the Transaction by 28(th) February
2020.
Rolf Gerritsen, CEO of MetalNRG commented "I am pleased to have
agreed the basis of a robust deal for this investment opportunity
and to have entered the exclusivity period. Due diligence has
commenced in earnest, and we look forward to delving into the
detail of the oil and gas concession in the coming months. This
near term cashflow generative project has the potential to add
substantial value to the Company alongside our Gold Ridge Project
and I look forward to updating the market as we make progress with
our due diligence process. As announced previously it has always
been my intention to seek additional asset to invest in and this is
one project that appears to tick all our investment
requirements"
Rolf Gerritsen, CEO of MetalNRG, arranged for the release of
this announcement.
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
The directors of the Company accept responsibility for the
contents of this announcement.
For further information, please contact:
METALNRG PLC - Rolf Gerritsen (Chief Executive
Officer) +44 (0) 20 7796 9060
Joint Broker PETERHOUSE CAPITAL LIMITED -
Guy Miller/
Mark Anwyl +44 (0) 20 7469 0930
---------------------
Corporate Broker SI CAPITAL - Nick Emerson +44 (0) 1483 413500
---------------------
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END
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November 29, 2019 05:30 ET (10:30 GMT)
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